Attached files
file | filename |
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8-K/A - FORM 8-K/A - BALLANTYNE STRONG, INC. | btn20131209_8ka.htm |
EX-99 - EXHIBIT 99.4 - BALLANTYNE STRONG, INC. | ex99-4.htm |
EX-23 - EXHIBIT 23.1 - BALLANTYNE STRONG, INC. | ex23-1.htm |
EX-99 - EXHIBIT 99.3 - BALLANTYNE STRONG, INC. | ex99-3.htm |
Exhibit 99.2
CONVERGENT CORPORATION
Consolidated Financial Statements
March 31, 2013
(With Independent Auditors’ Report Thereon)
Convergent Corporation
Balance Sheet
March 31, 2013
Assets |
||||
Current assets: |
||||
Cash and cash equivalents |
$ | 960,379 | ||
Accounts receivable (less allowance for doubtful accounts of $319,775) |
4,363,064 | |||
Unbilled revenue |
437,972 | |||
Employee receivables |
7,344 | |||
Sales type lease receivable |
1,954,387 | |||
Inventories |
4,884,464 | |||
Income tax receivable from parent |
513,386 | |||
Deferred income taxes |
789,978 | |||
Other current assets |
340,784 | |||
Total current assets |
14,251,758 | |||
Property, plant and equipment, net |
4,594,240 | |||
Intangible assets, net |
771,494 | |||
Sales type lease receivable |
4,437,923 | |||
Deferred income taxes |
476,912 | |||
Total assets |
$ | 24,532,327 | ||
Liabilities and Stockholders’ Equity |
||||
Current liabilities: |
||||
Accounts payable |
$ | 3,682,493 | ||
Accrued expenses |
736,997 | |||
Customer deposits/deferred revenue |
1,415,781 | |||
Payable to related party |
10,729,262 | |||
Total current liabilities |
16,564,533 | |||
Unearned interest income |
223,786 | |||
Total liabilities |
16,788,319 | |||
Commitments and contingencies |
||||
Stockholder’s equity: |
||||
Common stock, $.01 par value; 100 shares authorized; 100 shares issued and outstanding |
1 | |||
Accumulated other comprehensive income |
44,229 | |||
Additional paid-in capital |
6,343,876 | |||
Retained earnings |
1,355,902 | |||
Total stockholders’ equity |
7,744,008 | |||
Total liabilities and stockholders’ equity |
$ | 24,532,327 |
See accompanying notes to consolidated financial statements.
Convergent Corporation
Statement of Operations and Comprehensive Income
for the Year Ended March 31, 2013
Net revenues |
$ | 39,516,931 | ||
Cost of sales |
29,207,802 | |||
Gross profit |
10,309,129 | |||
Operating expenses: |
||||
Selling, general & administrative expenses |
11,550,336 | |||
Depreciation & amortization |
483,852 | |||
Total operating expenses |
12,034,188 | |||
Gain on sale or disposal of assets |
769 | |||
Loss from operations |
(1,724,290 |
) | ||
Interest, net |
191,787 | |||
Loss before income taxes |
(1,532,503 |
) | ||
Income tax benefit |
503,798 | |||
Net loss |
(1,028,705 |
) | ||
Currency translation adjustment: |
||||
Unrealized net change arising during the period |
63,035 | |||
Comprehensive loss |
$ | (965,670 |
) |
See accompanying notes to consolidated financial statements.
Convergent Corporation
Statement of Stockholder’s Equity
for the Year Ended March 31, 2013
Common |
Additional |
Retained |
Accumulated Other Comprehensive Income (Loss) |
Total |
||||||||||||||||
Balance at March 31, 2012 |
$ | 1 | $ | 6,343,876 | $ | 2,384,607 | $ | (18,806 | ) | $ | 8,709,678 | |||||||||
Net loss |
— | — | (1,028,705 | ) | — | (1,028,705 | ) | |||||||||||||
Other comprehensive gain |
— | — | — | 63,035 | 63,035 | |||||||||||||||
Balance at March 31, 2013 |
$ | 1 | $ | 6,343,876 | $ | 1,355,902 | $ | 44,229 | $ | 7,744,008 |
See accompanying notes to consolidated financial statements.
Convergent Corporation
Statement of Cash Flows
for the Year Ended March 31, 2013
Cash flows from operating activities: |
||||
Net loss |
$ | (1,028,705 |
) | |
Adjustments to reconcile net earnings to net cash provided by operating activities: |
||||
Provision for doubtful accounts |
2,164 | |||
Depreciation and amortization |
483,852 | |||
Deferred income taxes |
(169,354 |
) | ||
Changes in operating assets and liabilities: |
||||
Accounts receivable and unbilled revenue |
1,053,876 | |||
Inventories |
(287,123 |
) | ||
Other accounts receivable |
2,750 | |||
Sales type lease receivable |
(4,480,143 |
) | ||
Other current assets |
165,699 | |||
Accounts payable |
1,941,617 | |||
Accrued expenses |
(350,626 | ) | ||
Customer deposits/deferred revenue |
1,036,796 | |||
Income taxes receivable |
(649,801 |
) | ||
Net cash used in provided by operating activities |
(2,278,998 |
) | ||
Cash flows from investing activities: |
||||
Capital expenditures |
(456,993 |
) | ||
Net cash used in investing activities |
(456,993 |
) | ||
Cash flows from financing activities: |
||||
Due to related party |
3,105,741 | |||
Net cash provided by financing activities |
3,105,741 | |||
Effect of exchange rate changes on cash and cash equivalents |
17,715 | |||
Net increase in cash and cash equivalents |
387,465 | |||
Cash and cash equivalents at beginning of year |
572,914 | |||
Cash and cash equivalents at end of year |
$ | 960,379 | ||
Supplemental disclosure of cash paid for: |
||||
Interest |
$ | — | ||
Income taxes |
$ | 183,885 |
See accompanying notes to consolidated financial statements.
Convergent Corporation
Notes to the Consolidated Financial Statements
1. Basis of Presentation
Business Description
Convergent Corporation (the “Company” or “Convergent”), a Georgia corporation, is a wholly owned subsidiary of Sony Electronics Inc. (“Sony”). The Company’s wholly owned subsidiary, Convergent Media Systems Corporation provides video integration services to the enterprise market and creates and delivers digital signage content to the digital out-of-home market. In conjunction with providing these services the company will sell the required hardware. Convergent Corporation is a holding company and does not have any operations.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Management Estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and changes in facts and circumstances may alter such estimates and affect results of operations and financial position in future periods.
Revenue Recognition
The Company recognizes revenue when all of the following circumstances are satisfied:
• Persuasive evidence of an arrangement exists
• Delivery has occurred or services have been rendered
• Seller’s price to the buyer is fixed or determinable
• Collectability is reasonably assured
The Company recognizes revenue when these criteria have been met and when title and risk of loss transfers to the customer. If an arrangement involves multiple deliverables, the items are considered separate units of accounting if the items have value on a stand-alone basis and there is objective and reliable evidence of their fair values. Revenues from the arrangement are allocated to the separate units of accounting based on their objectively determined fair value. For services, revenue is recognized when the services have been rendered. Revenues from service and support contracts is deferred and recognized as earned ratably over the service coverage periods. Unbilled revenue represents revenue recognized in accordance with the Company’s revenue recognition policy for which the invoice had not been processed and sent to the customer. Revenue is generally recognized upon shipment of the product, however, there are certain instances where revenue is deferred and recognized upon delivery or customer acceptance of the product as the Company legally retains the risk of loss on these transactions until such time. Estimates used in the recognition of revenues and cost of revenues include, but are not limited to, estimates for product warranties, price allowances and product returns.
Costs related to revenues are recognized in the same period in which the specific revenues are recorded. Shipping and handling fees billed to customers are reported in revenue. Shipping and handling costs incurred by the Company are included in cost of sales. Estimates used in the recognition of revenues and cost of revenues include, but are not limited to, estimates for product warranties, price allowances and product returns.
The Company collects various taxes from customers and remits them to the appropriate taxing agency. The Company excludes these taxes from revenues and cost of sales.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company performs evaluations of the relative credit standing of its financial institutions on a periodic basis and has not experienced any credit losses on its deposits.
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company performs ongoing credit evaluations and provides an allowance for potential credit losses against the portion of accounts receivables which is estimated to be uncollectible based on historical experience, current economic conditions, and management’s evaluation of outstanding accounts receivable.
Inventories
Inventories, consisting primarily of downlink satellite communication equipment, are stated at the lower of cost (first-in, first-out) or market. The valuation of inventories requires the Company to estimate net realizable value. The Company writes down its inventories for estimated obsolescence to the lesser of cost or market value based on management’s review and estimate of inventories on hand compared to estimated future usage and sales, technological changes and product pricing.
Property and Equipment
Property and equipment are recorded at cost and depreciated using the straight-line method over the assets’ expected useful lives, which range from three to thirty nine and one half years. Significant expenditures for the replacement or expansion of property and equipment are capitalized while routine maintenance and repairs are expensed as incurred. Leasehold improvements are amortized over the shorter of the useful life of such improvements or the life of the underlying lease. The Company generally uses accelerated methods of depreciation for income tax purposes. Gain or loss on the disposition of property and equipment is recognized in the consolidated statement of operations when incurred.
Intangible Assets other than Goodwill
The Company’s amortizable intangibles which are subject to recovery consist of internally developed software. Intangible assets with definite lives are amortized over their respective estimated useful lives to their estimated residual values. For costs of software developed for internal use, the Company expenses computer software costs as incurred in the preliminary project stage, which involves conceptual formulation, evaluation and selection of technology alternatives. Costs incurred related to design, coding, installation and testing of software during the application project stage are capitalized. Costs for training and application maintenance are expensed as incurred. The Company has capitalized approximately $427,556 of internal and external costs incurred for the development of internal-use software for the year ended March 31, 2013. There were no research and developments costs related to software development during the year ended March 31, 2013.
Impairment
The Company reviews long-lived assets and amortizable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of property, plant and equipment and amortizable intangibles is based on management’s estimates of sales trends, future undiscounted cash flows, and other operating factors. These estimates may vary due to a number of factors, some of which may be outside of management’s control. If undiscounted cash flows are below the carrying value of the assets recorded, the Company recognizes an impairment for any excess of the net book value of property, plant and equipment over their estimated fair value. Significant judgments and assumptions are required in the impairment evaluations.
Income Taxes
Income taxes are calculated as if Convergent completed a separate tax return apart from its Parent, Sony Electronics Inc., although Convergent was included in Sony's U.S. federal, state, and non-U.S. jurisdiction tax returns. All of the income tax amounts currently payable or receivable by Convergent are included in Sony’s net investment because the net taxes receivable for the taxes refundable as well as the actual payments (or refunds) of income taxes are recorded in Sony’s financial statements. As a result of this structure, all of the changes in current income tax accounts are included in net cash transfers (to) from Sony in Convergent’s financial statements. As a result of using the separate return method, the resulting income tax attributes reflected in Convergent’s financial statements may not reflect the historical or going forward position of income tax balances, especially those related to tax loss carryforwards. The application of a tax allocation method requires significant judgment and making certain assumptions, mainly related to opening balances, applicable income tax rates, valuation allowances and other considerations.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In assessing whether the deferred tax assets are realizable management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Company’s uncertain tax positions are evaluated in a two-step process, whereby 1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and 2) for those tax positions that meet the more likely than not recognition threshold, the Company would recognize the largest amount of tax benefit that is greater than fifty percent likely to be realized upon ultimate settlement with the related tax authority. The Company accrues interest and penalties related to uncertain tax positions in the statements of operations as income tax expense.
Advertising Costs
Advertising and promotional costs are expensed as incurred and amounted to approximately $48,579 for the year ended March 31, 2013.
Foreign Currency Translation
For the Company’s foreign subsidiary, the environment in which the business conducts operations is considered the functional currency, generally the local currency. The assets and liabilities of the foreign subsidiary are translated into the United States dollar at the foreign exchange rates in effect at the end of the period. Revenue and expenses of the foreign subsidiary are translated using an average of the foreign exchange rates in effect during the period. Translation adjustments are not included in determining net earnings but are presented in comprehensive income within the consolidated statement of operations and comprehensive income. Transaction gains and losses that arise from foreign exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statement of operations as incurred.
Contingencies
The Company accrues for contingencies when its assessments indicate that it is probable that a liability has been incurred and an amount can be reasonably estimated. The Company’s estimates are based on currently available facts and its estimates of the ultimate outcome or resolution. Actual results may differ from the Company’s estimates resulting in an impact, positive or negative, on earnings.
Recently Issued Accounting Pronouncements
There are no recently issued accounting pronouncements which the Company believes will materially impact its consolidated financial statements.
3. Property, Plant and Equipment
Property, plant and equipment include the following:
March 31, |
||||
Land |
$ | 700,000 | ||
Leasehold improvements |
226,882 | |||
Visual communications equipment |
1,657,482 | |||
Office furniture and fixtures |
962,403 | |||
Data processing equipment |
2,067,429 | |||
Building |
4,757,582 | |||
Total properties cost |
10,371,778 | |||
Less accumulated depreciation |
(5,777,538 |
) | ||
Net property, plant and equipment |
$ | 4,594,240 |
Depreciation expense amounted to $368,731for the year ended March 31, 2013.
4. Intangible Assets
Intangible assets subject to amortization consisted of the following at March 31, 2013:
Useful life |
Gross |
Accumulated |
Net |
|||||||||||||
(Years) |
||||||||||||||||
Intangible assets subject to amortization: |
||||||||||||||||
Capitalized software development |
3 | $ | 601,222 | $ | (115,121 | ) | $ | 486,101 | ||||||||
Work-in-process |
285,393 | - | 285,393 | |||||||||||||
Total |
$ | 886,615 | $ | (115,121 | ) | $ | 771,494 |
The Company amortizes internally developed software over the estimated useful life of 3 years, which resulted in amortization expense of $115,121 during the year ended March 31, 2013. The Company’s estimated future amortization expense related to capitalized software development in service at March 31, 2013 is as follows:
For the year ending March 31, |
Amortization Expense |
2014 |
$ 200,407 |
2015 |
$ 200,407 |
2016 |
$ 85,287 |
5. Accrued Expenses
The major components of current accrued expenses are as follows:
March 31, 2013 |
||||
Taxes payable other than income |
$ | 395,679 | ||
Wages and benefits |
201,887 | |||
Utilities |
32,500 | |||
Other |
106,931 | |||
Total |
$ | 736,997 |
6. Income Taxes
Income (loss) before income taxes for the year ended March 31, 2013 consists of:
2013 |
||||
United States |
$ | (2,229,488 |
) | |
Foreign |
696,985 | |||
$ | (1,532,503 |
) |
Income tax expense (benefit) consists of:
2013 |
||||
Federal: |
||||
Current |
$ | (452,702 |
) | |
Deferred |
(157,323 |
) | ||
Total |
(610,025 |
) | ||
State: |
||||
Current |
(10,612 |
) | ||
Deferred |
(12,030 |
) | ||
Total |
(22,642 |
) | ||
Foreign: |
||||
Current |
128,869 | |||
Deferred |
— | |||
Total |
128,869 | |||
$ | (503,798 |
) |
Income tax expense attributable to income (loss) from continuing operations differed from the amounts computed by applying the U.S. Federal income tax rate to pretax income from continuing operations as follows:
March 31, 2013 |
||||||||
Amount |
% |
|||||||
Expected federal income tax benefit |
$ | (521,051 |
) |
34.0 | ||||
State income taxes, net of federal benefit |
(14,944 |
) |
1.0 | |||||
Other |
32,197 | (2.1 |
) | |||||
Total |
$ | (503,798 |
) |
32.9 |
Deferred tax assets and liabilities were comprised of the following:
March 31, 2013 |
||||
Deferred tax assets: |
||||
Deferred revenue |
$ | 412,520 | ||
Inventory reserves |
187,925 | |||
Allowance for doubtful accounts |
113,840 | |||
Depreciation and amortization |
476,912 | |||
Other |
75,693 | |||
Less: valuation allowance |
— | |||
Net deferred tax assets |
$ | 1,266,890 |
The legal entity in which Convergent is included for consolidated tax purposes is, from time to time, under audit by various taxing authorities and several tax years are open at March 31, 2013. Therefore, it is reasonably possible that the amount of unrecognized tax benefits for tax positions taken regarding previously filed tax returns could significantly change in the next 12 months. However, based on the status of these examinations and the uncertainty surrounding the outcomes of audits and negotiations, it is not possible at this time to estimate the impact of such changes, if any. At March 31, 2013, there are no unrecognized tax benefits.
7. Defined Contribution Plan
The Company sponsors a defined contribution plan for all eligible employees. Pursuant to the provisions of the Plan, employees may defer up to 100% of their compensation. The Company will match the entire amount deferred up to 3% of their compensation and 50% of the amount deferred greater than 3% up to 6%. The contributions made to the Plan by the Company were approximately $378,779 for the year ended March 31, 2013.
8. Leases
The Company leases office facilities and equipment under operating leases expiring through 2018. These leases generally contain renewal options and the Company expects to renew or replace certain of these leases in the ordinary course of business. Rent expense under operating lease agreements amounted to approximately $799,382 for the year ended March 31, 2013.
The Company’s future minimum lease payments for operating leases are as follows:
Total |
2014 |
2015 |
2016 |
2017 |
2018 |
|||||||||||||||||||
Operating lease payments |
$ | 1,602,909 | $ | 1,015,588 | $ | 310,604 | $ | 181,029 | $ | 47,844 | $ | 47,844 |
9. Related Party Transactions
The Company recognized revenues of $5,192,371 for sales to entities owned by its parent and reduced expenses by $605,238 during the year ended March 31, 2013 for services it performed for which it was reimbursed by other entities owned by its parent. The Company purchased inventory of approximately $2,234,958 from other entities owned by its parent and received services resulting in expenses of $645,534 during the year ended March 31, 2013. The expenses charged to the company from the parent were to cover expenses related to insurance, tax preparation, network costs, application usage, payroll processing, general human resources functions, sales efforts as well as general oversight of the business. The intercompany payable balance of $10,729,262 with the parent and all related entities consists of regular trade balances, payroll, inventory transfers, services performed by related parties and daily sweeping of cash balances. As of March 31, 2013 the company had outstanding checks of $871,130 included within Accounts Payable. In addition to this intercompany balance there is a receivable of $277,428 with the parent included within accounts receivable.
10. Financing Receivables
The following table presents financing receivables.
Net investment in sales-type leases |
March 31, 2013 |
|||
Current |
1,954,387 | |||
Noncurrent |
4,437,923 |
Net investment in sales-type leases related principally to the Company’s sale of digital displays and are for terms ranging generally from 3 to 5 years. There is currently no allowance for credit losses as it is believed the entire balance will be collectible by the Company. The Company performs ongoing credit evaluations and provides an allowance for potential credit losses against the portion of financing receivables which is estimated to be uncollectible based on historical experience, current economic conditions, and management’s evaluation of outstanding financing receivables. The effective rate on these leases range from 4% to 10%.
Scheduled maturities of minimum lease payments outstanding at March 31, 2013, are as follows:
Years ending: |
Scheduled Payments |
|||
March 31, 2014 |
1,954,387 | |||
March 31, 2015 |
1,792,066 | |||
March 31, 2016 |
1,422,885 | |||
March 31, 2017 |
1,222,972 | |||
Total |
$ | 6,392,310 |
11. Contingencies and Concentrations
Concentrations
The Company’s sales to its ten largest customers for the year ended March 31, 2013 represented approximately 77% of total revenues. The ten most significant customer balances as of March 31, 2013 represented approximately 46% of the accounts receivable balance.
Litigation
The Company is involved, from time to time, in certain legal disputes in the ordinary course of business. No such disputes, individually or in the aggregate, are expected to have a material effect on its business or financial condition at March 31, 2013.
12. Summary by Geographical Area
Identifiable assets by geographical area are based on location of facilities.
Identifiable Assets: |
March 31, 2013 |
|||
United States |
22,046,284 | |||
Canada |
2,486,043 | |||
Total |
$ | 24,532,327 |
13. Subsequent Events
In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through December 9, 2013, the date the financial statements were available for issue. Subsequent to the end of the year, on October 1, 2013 the Company was acquired by Ballantyne Strong, Inc.